Page | (sequential) | | | | (alphabetic) | Top |
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| | |
- Alternative Formats (Word, et al.)
- Ability to Call Special Stockholders' Meetings
- A Caution About Forward-Looking Statements
- Accounting for Stock-Based Compensation
- Accounting Treatment
- Acquired in-process technology
- Actions by Written Consent of Stockholders
- Add-on Application to NetGenesis
- Adjournment of Meetings
- Aggregated Option/Stock Appreciation Right Exercises in 2000 and 2000 Year-End Option/ Stock Appreciation Right Values
- Agreement and Plan of Merger, The
- Amendments, Extensions and Waivers
- Amendments to the Companies' Bylaws
- Amendments to the Companies' Certificates of Incorporation
- Amortization of intangibles
- (a) Ordinary Course
- (a) Organization, Standing and Power
- (a) Organization, Standing and Power; Subsidiaries
- (a) Representations and Warranties
- ARTICLE II. Exchange of Certificates
- ARTICLE III. Representations and Warranties
- ARTICLE I. The Merger; Certain Related Matters
- ARTICLE IV. Covenants Relating to Conduct of Business
- ARTICLE V. Additional Agreements
- ARTICLE VI. Conditions Precedent
- ARTICLE VIII. General Provisions
- ARTICLE VII. Termination and Amendment
- (a) Shareholder Approval
- Authorized Capital Stock
- Background of the Merger
- Banta Global Turnkey Software Distribution Agreement
- (b) Capital Structure
- Beneficial Ownership of Spss Common Stock by Netgenesis Officers and Directors
- (b) General Ledger Trial Balance
- (b) No Injunctions, Litigation or Restraints, Illegality
- Board of Directors and Management of Spss Following the Merger
- Board of Directors; Executive Officers; Company Headquarters
- (b) Performance of Obligations of NetGenesis
- (b) Performance of Obligations of SPSS
- Calculation of Registration Fee
- Cash and cash equivalents
- (c) Authority; No Conflicts
- (c) Closing Certificate
- (c) Consents and Approvals
- (c) Dividends; Changes in Share Capital
- Certain Legal Information
- Certain Relationships and Related Transactions
- Change of Control Agreements
- Classified Board of Directors; Election of Directors
- Closing
- Closing Matters
- Companies, The
- Comparative Per Share Data
- Comparative Per Share Market Price and Dividend Information
- Comparison of Rights of Stockholders
- Comparison of SPSS/NetGenesis Stockholder Rights
- Competition
- Computer Software Development Company
- Conditions
- Consideration to be Received in the Merger; Treatment of Stock Options and Obligations Under E-Dynamics Merger Agreement
- Consulting Agreement
- Cost of Product Revenue
- Cost of Revenues
- Covenants
- Cumulative Voting for Directors
- Customer Service and Technical Support
- Delaware Anti-Takeover Law
- Description of SPSS Capital Stock
- (d) Issuance of Securities
- Dividends
- (d) NASDAQ Listing
- (d) No Business Activities
- (d) No Material Adverse Change of SPSS
- (d) Reports and Financial Statements
- (d) Transfer of Bank Accounts; Safe Deposit Boxes
- Edward Hamburg
- (e) Effectiveness of the Form S-4
- Effective Time
- (e) Governing Documents
- (e) Information Supplied
- Electronic Access to NetGenesis Proxy Materials
- Employees
- Employment Agreements
- (e) No Material Adverse Change of NetGenesis
- (e) Tax Opinion
- Exchange of Certificates in the Merger
- Executive Compensation
- Exhibits and Financial Statement Schedules
- Expenses
- Experts
- Factors Considered by the Board of Directors of SPSS
- Failure to retain key employees could diminish the benefits of the merger
- Fairness Opinion
- (f) Board Approval
- Federal Securities Laws Consequences; Stock Transfer Restriction Agreements
- Filling Board Vacancies
- Financial Information About SPSS's Foreign and Domestic Operations and Export Sales
- (f) No Acquisitions
- Form S-4
- Fractional Shares
- (f) Tax Opinion
- General
- General and Administrative
- General Meeting Information, Voting and Proxies
- (g) Litigation; Compliance with Laws
- (g) No Dispositions
- (g) Vote Required; Voting Agreement
- (h) Intellectual Property
- (h) Investments; Indebtedness
- (h) Litigation; Compliance with Laws
- Hoops
- How to Vote by Proxy
- (i) Absence of Undisclosed Liabilities
- (i) Compensation
- Income taxes
- Indemnification of Directors and Officers
- Independent Auditors' Report
- Industry Background
- Information About the Netgenesis Special Stockholder Meeting and Voting
- Inspection of Stockholder Lists
- Intellectual Property
- Interests of Certain Persons in the Merger
- (j) Absence of Certain Changes or Events
- (j) Accounting Methods; Income Tax Election
- (k) Certain Agreements
- (k) Environmental Matters
- Legal Proceedings
- Limitation of Liability of Directors and Officers
- Listing of SPSS Stock
- (l) No Related Actions
- Loans to Officers, Directors and Employees
- (l) Title to Assets
- Management's Discussion and Analysis of Financial Condition and Results of Operations
- Management Services Agreement
- Manufacturing and Order Fulfillment
- Market research
- Markets
- Material Federal Income Tax Consequences of the Merger
- Matters Relating to the NetGenesis Special Stockholder Meeting
- MERGER Questions and Answers About the Merger, The
- Merger-related
- Merger, The
- (m) Intellectual Property
- (m) Involuntary Terminations
- (n) Brokers or Finders
- NetGenesis
- Netgenesis Corp
- Netgenesis Corp. Index to Financial Statements
- NetGenesis' Reasons For the Merger
- NetGenesis Solution, The
- Net Interest Income (Expense)
- Net loss
- Net revenues
- No Dissenters' or Appraisal Rights
- Notes to Consolidated Financial Statements
- Notes to Unaudited Financial Statements
- Notes to Unaudited Pro Forma Condensed Combining Financial Data
- Number of Directors
- Officers and Directors
- (o) Opinions of NetGenesis Financial Advisor
- Operating expenses
- Operating income (loss)
- Opinion of JPMorgan Securities Inc
- Other Business; Adjournments
- Other Covenants and Agreements
- Other Income (Expense)
- Prentice Hall Agreement
- Product Development
- Product Revenue
- Products and Services
- Professional Services
- Properties
- Proposed Merger, The
- Proxies
- (p) Taxes
- Publications and Student Software
- (q) Certain Contracts
- Reasons for the Merger
- Recent Developments
- Reliance on Third Parties
- Removal of Directors
- (r) Employee Benefit Plans
- Report of Independent Accountants
- Representations and Warranties
- Research and Development
- Restricted cash
- Restructuring charges
- Revocation of Proxies
- Risk Factors
- Risk Factors Relating to NetGenesis
- Risk Factors Relating to SPSS
- Risk Factors Relating to the Merger and the Combined Company
- Sales and Marketing
- Seasonality
- Security Ownership of Certain Beneficial Owners and Management of Netgenesis
- Security Ownership of Certain Beneficial Owners and Management of Spss
- Service Revenue
- Short-term investments and marketable securities
- ShowCase
- (s) Labor Matters
- Software Pricing
- Software Products
- Solicitation of Proxies
- Special General and Administrative Charges
- Spss
- SPSS Analytical Solutions and Software Products
- SPSS Common Stock
- Spss Inc
- Spss Inc. and Subsidiaries Index to Financial Statements
- SPSS's Reasons for the Merger
- Stock-based Compensation
- Stock Exchange Listing; Delisting and Deregistration of NetGenesis Common Stock
- Stock Grants to Executive Officers
- Stockholders Agreement
- Strategic Technology Relationships
- Summary
- Summary Compensation Table
- Summary of Material Differences Between Current Rights of NetGenesis Stockholders and Rights Those Stockholders will have as SPSS Stockholders Following the Merger
- Summary Selected Consolidated Financial Information
- Table of Contents
- Technology
- Termination of Agreement and Plan of Merger
- The Agreement and Plan of Merger
- The Companies
- The Merger
- THE MERGER Questions and Answers About the Merger
- The NetGenesis Solution
- The Proposed Merger
- Total Revenue
- Training and Consulting
- Transactions with Norman Nie
- Transfer Agent and Registrar
- (t) Related Transactions
- (u) Bank Accounts; Safe Deposit Boxes
- Unaudited Selected Pro Forma Condensed Combined Financial Data
- Undertakings
- Voting Agreements of Certain NetGenesis Stockholders
- Voting Rights
- Where You Can Find More Information
- 1.10 Obligations Under GMBH Merger Agreement
- 1.11 Certain Adjustments
- 1.12 Tax Consequences
- 1.1 The Merger
- 1.2 Closing
- 1.3 Effective Time
- 1.4 Effects of The Merger
- 1.5 Certificate of Incorporation
- 1.6 Bylaws
- 1.7 Appointment of Directors and Officers
- 1.8 Effect on Capital Stock
- 1.9 NetGenesis Stock Options and Other Equity-Based Awards
- 2.10 Further Assurances
- 2.11 Stock Transfer Books
- 2.1 Exchange Fund
- 2.2 Exchange Procedures
- 2.3 Distributions with Respect to Unexchanged Shares
- 2.4 No Fractional Shares of SPSS Common Stock
- 2.5 Termination of Exchange Fund
- 2.6 No Liability
- 2.7 Investment of the Exchange Fund
- 2.8 Lost Certificates
- 2.9 Withholding Rights
- 3.1 Representations and Warranties of SPSS
- 3.2 Representations and Warranties of NetGenesis
- 3.3 Representations and Warranties of SPSS and Merger Sub
- 3.4 Date of Representations
- 4.1 Covenants of NetGenesis
- 4.2 Governmental Filings
- 4.3 Control of Other Party's Business
- 5.10 Employee Benefits
- 5.11 Indemnification and Liability Insurance
- 5.12 Repayment of Indebtedness
- 5.1 Preparation of Proxy Statement; Shareholders Meetings
- 5.2 Access to Information/Employees
- 5.3 Commercially Reasonable Efforts
- 5.4 Acquisition Proposals
- 5.5 Fees and Expenses
- 5.6 Public Announcements
- 5.7 Listing of Shares of SPSS Common Stock
- 5.8 Section 16 Matters
- 5.9 Confidential Information
- 6.3 Additional Conditions to Obligations of NetGenesis
- 6.4 Frustration of Closing Conditions
- 7.1 Termination
- 7.2 Effect of Termination
- 7.3 Amendment
- 7.4 Extension; Waiver
- 8.10 Enforcement
- 8.11 Further Assurances
- 8.12 Definitions
- 8.2 Notices
- 8.3 Interpretation
- 8.4 Counterparts
- 8.5 Entire Agreement; No Third Party Beneficiaries
- 8.6 Governing Law
- 8.7 Severability
- 8.8 Assignment
- 8.9 Submission to Jurisdiction; Waivers
|
1 | 1st Page - Filing Submission
|
" | Form S-4
|
" | Edward Hamburg
|
" | Spss Inc
|
" | Calculation of Registration Fee
|
5 | Table of Contents
|
" | The Merger
|
10 | THE MERGER Questions and Answers About the Merger
|
13 | Summary
|
" | The Companies
|
" | Netgenesis Corp
|
16 | Opinion of JPMorgan Securities Inc
|
17 | Summary Selected Consolidated Financial Information
|
19 | Unaudited Selected Pro Forma Condensed Combined Financial Data
|
20 | Comparative Per Share Data
|
21 | Comparative Per Share Market Price and Dividend Information
|
" | Spss
|
23 | A Caution About Forward-Looking Statements
|
24 | Risk Factors
|
" | Risk Factors Relating to the Merger and the Combined Company
|
" | Failure to retain key employees could diminish the benefits of the merger
|
25 | Risk Factors Relating to NetGenesis
|
31 | Risk Factors Relating to SPSS
|
37 | General Meeting Information, Voting and Proxies
|
38 | Voting Agreements of Certain NetGenesis Stockholders
|
39 | The Proposed Merger
|
" | Background of the Merger
|
40 | Reasons for the Merger
|
" | SPSS's Reasons for the Merger
|
42 | Factors Considered by the Board of Directors of SPSS
|
44 | NetGenesis' Reasons For the Merger
|
46 | Accounting Treatment
|
" | No Dissenters' or Appraisal Rights
|
" | Material Federal Income Tax Consequences of the Merger
|
48 | Expenses
|
" | Federal Securities Laws Consequences; Stock Transfer Restriction Agreements
|
50 | Recent Developments
|
51 | Industry Background
|
52 | Markets
|
" | Market research
|
53 | SPSS Analytical Solutions and Software Products
|
55 | Software Pricing
|
" | Publications and Student Software
|
" | Training and Consulting
|
" | Sales and Marketing
|
56 | Customer Service and Technical Support
|
" | Research and Development
|
57 | Manufacturing and Order Fulfillment
|
" | Competition
|
58 | Intellectual Property
|
59 | Reliance on Third Parties
|
" | Hoops
|
" | Banta Global Turnkey Software Distribution Agreement
|
60 | Prentice Hall Agreement
|
" | Computer Software Development Company
|
" | Seasonality
|
61 | Employees
|
" | Properties
|
" | Legal Proceedings
|
" | Financial Information About SPSS's Foreign and Domestic Operations and Export Sales
|
62 | Operating income (loss)
|
63 | Management's Discussion and Analysis of Financial Condition and Results of Operations
|
" | Net revenues
|
64 | Operating expenses
|
65 | Cost of Revenues
|
" | Product Development
|
" | General and Administrative
|
" | Special General and Administrative Charges
|
" | Merger-related
|
" | Acquired in-process technology
|
66 | Other Income (Expense)
|
69 | Net Interest Income (Expense)
|
73 | NetGenesis
|
75 | The NetGenesis Solution
|
77 | Products and Services
|
78 | Add-on Application to NetGenesis
|
" | Professional Services
|
" | Software Products
|
81 | Technology
|
83 | Strategic Technology Relationships
|
88 | Total Revenue
|
" | Product Revenue
|
" | Service Revenue
|
" | Cost of Product Revenue
|
89 | Stock-based Compensation
|
94 | Amortization of intangibles
|
" | Restructuring charges
|
98 | Fairness Opinion
|
102 | Interests of Certain Persons in the Merger
|
103 | The Agreement and Plan of Merger
|
" | General
|
" | Closing Matters
|
" | Closing
|
" | Effective Time
|
104 | Consideration to be Received in the Merger; Treatment of Stock Options and Obligations Under E-Dynamics Merger Agreement
|
" | Exchange of Certificates in the Merger
|
105 | Fractional Shares
|
" | Listing of SPSS Stock
|
" | Board of Directors; Executive Officers; Company Headquarters
|
" | Covenants
|
108 | Other Covenants and Agreements
|
" | Representations and Warranties
|
109 | Conditions
|
110 | Termination of Agreement and Plan of Merger
|
111 | Amendments, Extensions and Waivers
|
112 | Board of Directors and Management of Spss Following the Merger
|
" | Officers and Directors
|
114 | Executive Compensation
|
115 | Summary Compensation Table
|
116 | Stock Grants to Executive Officers
|
117 | Aggregated Option/Stock Appreciation Right Exercises in 2000 and 2000 Year-End Option/ Stock Appreciation Right Values
|
" | Employment Agreements
|
" | Management Services Agreement
|
118 | Consulting Agreement
|
" | Change of Control Agreements
|
119 | Security Ownership of Certain Beneficial Owners and Management of Spss
|
121 | Security Ownership of Certain Beneficial Owners and Management of Netgenesis
|
124 | Beneficial Ownership of Spss Common Stock by Netgenesis Officers and Directors
|
" | Certain Relationships and Related Transactions
|
" | Transactions with Norman Nie
|
" | Stockholders Agreement
|
129 | Notes to Unaudited Pro Forma Condensed Combining Financial Data
|
131 | Information About the Netgenesis Special Stockholder Meeting and Voting
|
" | Matters Relating to the NetGenesis Special Stockholder Meeting
|
132 | Proxies
|
" | How to Vote by Proxy
|
" | Revocation of Proxies
|
133 | Solicitation of Proxies
|
" | Other Business; Adjournments
|
" | Electronic Access to NetGenesis Proxy Materials
|
134 | Certain Legal Information
|
" | Comparison of SPSS/NetGenesis Stockholder Rights
|
" | Summary of Material Differences Between Current Rights of NetGenesis Stockholders and Rights Those Stockholders will have as SPSS Stockholders Following the Merger
|
135 | Comparison of Rights of Stockholders
|
" | Voting Rights
|
136 | Removal of Directors
|
" | Cumulative Voting for Directors
|
" | Filling Board Vacancies
|
" | Ability to Call Special Stockholders' Meetings
|
137 | Adjournment of Meetings
|
" | Actions by Written Consent of Stockholders
|
138 | Delaware Anti-Takeover Law
|
139 | Loans to Officers, Directors and Employees
|
" | Inspection of Stockholder Lists
|
" | Dividends
|
" | Amendments to the Companies' Bylaws
|
" | Amendments to the Companies' Certificates of Incorporation
|
" | Number of Directors
|
140 | Classified Board of Directors; Election of Directors
|
" | Limitation of Liability of Directors and Officers
|
141 | Indemnification of Directors and Officers
|
" | Description of SPSS Capital Stock
|
" | Authorized Capital Stock
|
" | SPSS Common Stock
|
142 | Transfer Agent and Registrar
|
" | Stock Exchange Listing; Delisting and Deregistration of NetGenesis Common Stock
|
" | Experts
|
" | Where You Can Find More Information
|
144 | Netgenesis Corp. Index to Financial Statements
|
148 | Notes to Unaudited Financial Statements
|
152 | Report of Independent Accountants
|
158 | Cash and cash equivalents
|
" | Short-term investments and marketable securities
|
159 | Restricted cash
|
161 | Accounting for Stock-Based Compensation
|
" | Income taxes
|
167 | Net loss
|
173 | Spss Inc. and Subsidiaries Index to Financial Statements
|
180 | Independent Auditors' Report
|
186 | Notes to Consolidated Financial Statements
|
201 | ShowCase
|
210 | ARTICLE I. The Merger; Certain Related Matters
|
" | 1.1 The Merger
|
" | 1.2 Closing
|
" | 1.3 Effective Time
|
211 | 1.4 Effects of The Merger
|
" | 1.5 Certificate of Incorporation
|
" | 1.6 Bylaws
|
" | 1.7 Appointment of Directors and Officers
|
" | 1.8 Effect on Capital Stock
|
212 | 1.9 NetGenesis Stock Options and Other Equity-Based Awards
|
" | 1.10 Obligations Under GMBH Merger Agreement
|
213 | 1.11 Certain Adjustments
|
" | 1.12 Tax Consequences
|
" | ARTICLE II. Exchange of Certificates
|
" | 2.1 Exchange Fund
|
" | 2.2 Exchange Procedures
|
214 | 2.3 Distributions with Respect to Unexchanged Shares
|
" | 2.4 No Fractional Shares of SPSS Common Stock
|
" | 2.5 Termination of Exchange Fund
|
" | 2.6 No Liability
|
215 | 2.7 Investment of the Exchange Fund
|
" | 2.8 Lost Certificates
|
" | 2.9 Withholding Rights
|
" | 2.10 Further Assurances
|
" | 2.11 Stock Transfer Books
|
" | ARTICLE III. Representations and Warranties
|
" | 3.1 Representations and Warranties of SPSS
|
216 | (a) Organization, Standing and Power; Subsidiaries
|
" | (b) Capital Structure
|
217 | (c) Authority; No Conflicts
|
" | (d) Reports and Financial Statements
|
218 | (e) Information Supplied
|
" | (f) Board Approval
|
" | (g) Litigation; Compliance with Laws
|
219 | (h) Intellectual Property
|
" | (i) Absence of Undisclosed Liabilities
|
" | 3.2 Representations and Warranties of NetGenesis
|
222 | (g) Vote Required; Voting Agreement
|
223 | (h) Litigation; Compliance with Laws
|
" | (j) Absence of Certain Changes or Events
|
" | (k) Environmental Matters
|
" | (l) Title to Assets
|
" | (m) Intellectual Property
|
224 | (n) Brokers or Finders
|
" | (o) Opinions of NetGenesis Financial Advisor
|
" | (p) Taxes
|
" | (q) Certain Contracts
|
225 | (r) Employee Benefit Plans
|
226 | (s) Labor Matters
|
" | (t) Related Transactions
|
" | (u) Bank Accounts; Safe Deposit Boxes
|
" | 3.3 Representations and Warranties of SPSS and Merger Sub
|
" | (a) Organization, Standing and Power
|
227 | (d) No Business Activities
|
" | 3.4 Date of Representations
|
" | ARTICLE IV. Covenants Relating to Conduct of Business
|
" | 4.1 Covenants of NetGenesis
|
228 | (a) Ordinary Course
|
" | (b) General Ledger Trial Balance
|
" | (c) Dividends; Changes in Share Capital
|
" | (d) Issuance of Securities
|
229 | (e) Governing Documents
|
" | (f) No Acquisitions
|
" | (g) No Dispositions
|
" | (h) Investments; Indebtedness
|
" | (i) Compensation
|
230 | (j) Accounting Methods; Income Tax Election
|
" | (k) Certain Agreements
|
" | (l) No Related Actions
|
" | (m) Involuntary Terminations
|
" | 4.2 Governmental Filings
|
" | 4.3 Control of Other Party's Business
|
" | ARTICLE V. Additional Agreements
|
" | 5.1 Preparation of Proxy Statement; Shareholders Meetings
|
232 | 5.2 Access to Information/Employees
|
233 | 5.3 Commercially Reasonable Efforts
|
" | 5.4 Acquisition Proposals
|
234 | 5.5 Fees and Expenses
|
" | 5.6 Public Announcements
|
" | 5.7 Listing of Shares of SPSS Common Stock
|
" | 5.8 Section 16 Matters
|
" | 5.9 Confidential Information
|
" | 5.10 Employee Benefits
|
235 | 5.11 Indemnification and Liability Insurance
|
" | 5.12 Repayment of Indebtedness
|
" | ARTICLE VI. Conditions Precedent
|
" | (a) Shareholder Approval
|
" | (b) No Injunctions, Litigation or Restraints, Illegality
|
236 | (c) Consents and Approvals
|
" | (d) NASDAQ Listing
|
" | (e) Effectiveness of the Form S-4
|
" | (a) Representations and Warranties
|
" | (b) Performance of Obligations of NetGenesis
|
" | (c) Closing Certificate
|
" | (d) Transfer of Bank Accounts; Safe Deposit Boxes
|
237 | (e) No Material Adverse Change of NetGenesis
|
" | (f) Tax Opinion
|
" | 6.3 Additional Conditions to Obligations of NetGenesis
|
" | (b) Performance of Obligations of SPSS
|
" | (d) No Material Adverse Change of SPSS
|
" | (e) Tax Opinion
|
" | 6.4 Frustration of Closing Conditions
|
238 | ARTICLE VII. Termination and Amendment
|
" | 7.1 Termination
|
" | 7.2 Effect of Termination
|
239 | 7.3 Amendment
|
" | 7.4 Extension; Waiver
|
" | ARTICLE VIII. General Provisions
|
" | 8.2 Notices
|
240 | 8.3 Interpretation
|
" | 8.4 Counterparts
|
241 | 8.5 Entire Agreement; No Third Party Beneficiaries
|
" | 8.6 Governing Law
|
" | 8.7 Severability
|
" | 8.8 Assignment
|
" | 8.9 Submission to Jurisdiction; Waivers
|
" | 8.10 Enforcement
|
" | 8.11 Further Assurances
|
242 | 8.12 Definitions
|
247 | Item 21. Exhibits and Financial Statement Schedules
|
252 | Item 22. Undertakings
|